REG - 3i Infrastructure - Proposed Placing

3i InfrastructureAnnouncement

06/02/2023 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230206:nRSF9461Oa&default-theme=true

RNS Number : 9461O  3i Infrastructure PLC  06 February 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK MARKET ABUSE REGULATION AND THE INFORMATION CONTAINED HEREIN IS NOT FOR
PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO,
THE UNITED STATES, AUSTRALIA, CANADA, ANY MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD
BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, ANY MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

 

6 February 2023

3i Infrastructure plc (the "Company" or "3iN")

Proposed Placing

The board of directors of 3i Infrastructure plc, the FTSE 250 international
infrastructure investment company, is pleased to announce a proposed placing
of ordinary shares in the capital of the Company (the "Placing Shares")
conducted under the existing non pre-emptive authorities granted by
shareholders at the Company's annual general meeting on 7 July 2022 (the
"Placing").

Highlights of the Placing

·     Proposed Placing at a price of 330 pence per Placing Share,
representing:

o  a 3.1% premium to the Company ex-dividend net asset value per share as at
30 September 2022 (adjusted for the 5.575p dividend paid to shareholders on
the register as at 25 November 2022)

o  a 3.4% discount to the closing share price on 3 February 2023 (being the
trading date immediately prior to the announcement of the Placing)

·     Net proceeds from the Placing will be used partially to pay down
drawings on the Company's revolving credit facility ("RCF"), and secure
liquidity for future investment

·     The Placing Shares will qualify for the final dividend of the
financial year ending 31 March 2023, which is expected to be declared in May
2023

·     The Placing is expected to close at 12.00 p.m. on 9 February 2023

J.P. Morgan Securities plc (which conducts its UK investment banking business
as J.P. Morgan Cazenove) and RBC Capital Markets have been appointed as joint
bookrunners in respect of the Placing.

Commenting on today's announcement, Richard Laing, Chair of 3iN, said:

"The Company continues to deliver strong performance and, since its IPO in
2007, 3iN has delivered an annualised total shareholder return of 12.3% to 31
December 2022. There is strong momentum across the portfolio and the
Investment Manager has identified significant opportunities to invest further
in the portfolio. We are today announcing a Placing partially to pay down
drawings on the Company's RCF and secure liquidity for future investment."

 

Background to and reasons for the Placing

The Company continues to be active with its portfolio of infrastructure
investments and continues to run an efficient balance sheet, being
substantially drawn into its RCF.

At 31 December 2022, the Company held cash balances of £75 million and was
£555 million drawn into its RCF, leaving undrawn commitments of £345
million. The cash balances were subsequently reduced by the payment of the
interim dividend of £50 million in January 2023. The RCF commitments mature
in November 2025 with a further one year extension option available under the
facility agreement.

The Investment Manager has identified a number of follow-on growth
opportunities in existing portfolio companies, which may involve further
equity investment in the near-term. The Investment Manager is also originating
a good flow of new pipeline investment opportunities through its platform
across Europe and remains disciplined in seeking to invest selectively in high
quality infrastructure companies supported by identified megatrends.

The Company is seeking to increase liquidity for the Company and the Company's
shares, through an equity issuance. Overall, the portfolio continues to
perform well and the demand for infrastructure assets is strong. The Directors
believe it is an appropriate time to raise new equity and also see this as an
opportunity for new shareholders to enter the register.

The net proceeds of the Placing will be used partially to pay down drawings on
the Company's RCF and, together with potential realisation proceeds from the
sale of one or more assets, provide the Company with increased flexibility in
relation to further investment opportunities in the portfolio and new
opportunities in the market.

The Placing Shares will rank pari passu in all respects with the existing
ordinary shares in the capital of the Company.

 

Expected timetable

The expected timetable for the Placing is as follows:

 Placing opens                                                        6 February 2023
 Latest time and date for receipt of commitments under the Placing    12.00 p.m. on 9 February 2023
 Announcement of the results of the Placing                           7.00 a.m. on 10 February 2023
 Admission of the Placing Shares to trading and dealings commence     8.00 a.m. on 14 February 2023

 

Further details on the Placing

The Placing will be non-pre-emptive and launched immediately following this
announcement (the "Announcement"). The price at which the Placing Shares will
be issued will be 330 pence per Placing Share (the "Placing Price").

The Company reserves the right, after consultation with the Joint Bookrunners
and the Investment Manager, to scale back applications under the Placing at
its absolute discretion in such amounts as it considers appropriate.

The Company will apply for admission of the Placing Shares to listing on the
premium listing segment of the Official List of the Financial Conduct
Authority and to trading on the main market for listed securities of the
London Stock Exchange plc. It is expected that settlement of subscriptions in
respect of the Placing Shares and admission will take place such that trading
in the Placing Shares will commence at 8.00 a.m. (London) on 14 February 2023.

The Appendix to this Announcement (which forms part of this Announcement) sets
out the terms and conditions of the Placing.

For further information, please contact:

3i Investments plc

 Thomas Fodor            Tel: +44 20 7975 3469

Investor enquiries
Email: thomas.fodor@3i.com (mailto:thomas.fodor@3i.com)

 Kathryn van der Kroft   Tel: +44 20 7975 3021
 Media enquiries
Email: kathryn.vanderkroft@3i.com (mailto:kathryn.vanderkroft@3i.com)

J.P. Morgan Cazenove - Joint Bookrunner            020 7742 4000

William Simmonds

Jérémie Birnbaum

RBC Capital Markets - Joint Bookrunner               020 7653
4000

Matthew Coakes

Duncan Smith

Max Avison

Kathryn Deegan

 

Notes to editors:

3i Infrastructure plc

3i Infrastructure plc is a Jersey-incorporated, closed-ended investment
company and an approved UK Investment Trust, listed on the London Stock
Exchange and regulated by the Jersey Financial Services Commission. The
Company's purpose is to invest responsibly in infrastructure, delivering
long-term sustainable returns to shareholders and having a positive impact on
its portfolio companies and their stakeholders.

3i Investments plc, a wholly-owned subsidiary of 3i Group plc, is authorised
and regulated in the UK by the Financial Conduct Authority and acts as
Investment Manager of 3i Infrastructure plc.

The Company's LEI is: 549300SQ4ZSVSWC6H750

This Announcement, including the Appendix, contains (or may contain) certain
"forward-looking statements" with respect to certain of the Company's plans
and its current goals or expectations relating to its future financial
condition and performance and which involve a number of risks and
uncertainties. Examples of such forward-looking statements include, among
others, statements regarding the Company's business strategy, estimates of
expenditure, future plans, present or future events, or objectives for future
operations that involve risks and uncertainties and are not historic fact.
Such statements are based on current expectations and, by their nature, are
subject to a number of risks and uncertainties that could cause actual results
and performance to differ materially from any expected future results or
performance, expressed or implied, by the forward-looking statements. No
assurance can be given that forward-looking statements results will be
achieved. Factors that might cause forward-looking statements to differ
materially from actual results include, among other things, the following:
global economic conditions, economic conditions in the UK and other
jurisdictions in which the Company operates or invests, the effects of
continued volatility in credit markets, exchange rate fluctuations and
legislative, fiscal and regulatory developments. The forward-looking
statements contained in this Announcement speak only as of the date of this
Announcement and the Company assumes no obligation to, and does not intend to,
update or revise publicly any of them whether as a result of new information,
future events or otherwise, except to the extent required by the Financial
Conduct Authority, the London Stock Exchange or by applicable law, the
Prospectus Regulation Rules, the Listing Rules and the Disclosure Guidance and
Transparency Rules.

Save as set out below in the Appendix, neither the content of the Company's
website nor any website accessible by hyperlinks on the Company's website is
incorporated in, or forms part of, this Announcement (including the Appendix).

The Joint Bookrunners or their respective affiliates from time to time have
provided in the past and may provide in the future investment banking,
financial advisory and commercial banking services to the Company and its
affiliates in the ordinary course of business for which they have received or
may receive customary fees and commissions.

 

 

APPENDIX:  FURTHER DETAILS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE TERMS
AND CONDITIONS OF THE PLACING SET OUT IN THIS APPENDIX ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT (A) PERSONS IN THE UNITED KINGDOM WHO
ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK VERSION
OF REGULATION (EU) 2017/1129 (KNOWN AS THE PROSPECTUS REGULATION) WHICH IS
PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS
AMENDED (THE "UK PROSPECTUS REGULATION")("UK QUALIFIED INVESTORS") WHO ARE
PERSONS: (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) FALLING
WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM AN INVITATION
OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000) MAY OTHERWISE BE LAWFULLY
COMMUNICATED; (B) INVESTORS IN SWITZERLAND WHO ARE (1) QUALIFIED INVESTORS
PURSUANT TO ART. 10 PARA. 3 OF THE COLLECTIVE INVESTMENT SCHEMES ACT OF 23
JUNE 2006, AS AMENDED, (THE "CISA") IN CONJUNCTION WITH ART. 4 PARA. 3-5 AND
ART. 5 PARA. 4 OF THE FINANCIAL SERVICES ACT OF 15 JUNE 2018, AS AMENDED (THE
"FINSA"), (2) QUALIFIED INVESTORS AS DEFINED IN ART. 10 PARA. 3TER CISA, OR,
(3) PROVIDED THAT THE PLACING SHARES ARE OFFERED WITHIN THE SCOPE OF A
PERMANENT INVESTMENT ADVISORY AGREEMENT, QUALIFIED INVESTORS PURSUANT TO ART.
10 PARA. 3 CISA IN CONJUNCTION WITH ART. 5 PARA. 1 FINSA; AND (C) IN GUERNSEY,
ANY GUERNSEY REGULATED ENTITIES, BEING THOSE ENTITIES REGULATED UNDER THE
PROTECTION OF INVESTORS (BAILIWICK OF GUERNSEY) LAW, 2020 ("POI LAW"), THE
BANKING SUPERVISION (BAILIWICK OF GUERNSEY) LAW, 2020; THE INSURANCE BUSINESS
(BAILIWICK OF GUERNSEY) LAW, 2002, THE INSURANCE MANAGERS AND INSURANCE
INTERMEDIARIES (BAILIWICK OF GUERNSEY) LAW, 2002 AND/OR THE REGULATION OF
FIDUCIARIES, ADMINISTRATION BUSINESSES AND COMPANY DIRECTORS, ETC (BAILIWICK
OF GUERNSEY) LAW, 2020, AND IN EACH CASE WHOSE ORDINARY BUSINESS IS TO BUY OR
SELL SHARES, DEBENTURES OR INTERESTS IN MANAGED INVESTMENT SCHEMES, WHETHER AS
PRINCIPAL OR AGENT (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").

This communication is not for publication or distribution, directly or
indirectly, in or into the United States. This communication does not
constitute or form part of an offer of securities for sale or solicitation of
an offer to purchase securities in the United States, Canada, Australia, any
member state of the European Economic Area, Japan, South Africa or in any
other jurisdiction in which such offer may be restricted.

The securities which are the subject of this communication have not been and
will not be registered under the US Securities Act of 1933, as amended (the
"Securities Act"), or any state securities laws in the United States. the
PLACING Shares, AS DEFINED BELOW, may ONLY be offered or sold (i) TO A LIMITED
NUMBER OF PERSONS in the united states, or to "U.S. persons" ("U.s. persons")
AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION s") wherever
located, to, or for the account or benefit of, persons who are both "Qualified
Institutional Buyers" as defined in Rule 144A under the Securities Act and
"Qualified Purchasers" within the meaning of Section 2(a)(51) of the US
Investment Company Act of 1940, as amended (the "Investment Company Act"), and
the rules and regulations thereunder, in reliance on an exemption from the
registration requirements of the Securities Act OR (ii) outside the united
states in "offshore transactions" (WITHIN THE MEANING OF, AND PURSUANT TO,
Regulation S) TO, OR FOR THE ACCOUNT OR BENEFIT OF, PERSONS WHO ARE NOT U.S.
PERSONS. In each case, offers and sales of the securities referred to herein
shall be made in accordance with any other applicable laws, regulations and
directives. There HAS BEEN AND will be no public offering of securities in the
United States. The Company has not been, and will not be, registered under the
Investment Company Act, in reliance upon the exception provided by Section
3(c)(7) thereof.

THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN
ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES
NOT CONSTITUTE AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY
SECURITIES IN THE COMPANY.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES, AS DEFINED BELOW.
NOTHING IN THIS ANNOUNCEMENT AMOUNTS TO A RECOMMENDATION TO INVEST IN THE
COMPANY OR AMOUNTS TO INVESTMENT, TAXATION OR LEGAL ADVICE.

Persons (including individuals, funds or otherwise) who are invited to and who
choose to participate in the placing (the "Placing") of new ordinary shares
(the "Placing Shares") of no par value in the capital of 3i Infrastructure plc
(the "Company"), by making an oral or written offer to subscribe for Placing
Shares (all such persons, a "Placee"), will be deemed to have read and
understood this Announcement (including this Appendix) in its entirety and to
be making such offer on the terms and conditions, and to be providing the
representations, warranties, indemnities, acknowledgements, agreements and
undertakings contained in this document. In particular each such Placee
represents warrants and acknowledges that:

1.         it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;

2.         in the case of a Relevant Person in the United Kingdom: (i)
it is a UK Qualified Investor, and (ii) in the case of any Placing Shares
acquired by it as a financial intermediary, as that term is used in Article
5(1) of the EU Prospectus Regulation: (1) the Placing Shares acquired by it in
the Placing have not been acquired on behalf of, nor have they been acquired
with a view to their offer or resale to, persons in the United Kingdom other
than UK Qualified Investors or in circumstances in which the prior consent of
J.P. Morgan Securities plc (which conducts its UK investment banking business
as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") and RBC Europe Limited,
trading as RBC Capital Markets ("RBC Capital Markets" and, together with J.P.
Morgan Cazenove, the "Joint Bookrunners"), and the Company has been given to
the offer or resale; or (2) where Placing Shares have been acquired by it on
behalf of persons in the United Kingdom other than UK Qualified Investors, the
offer of those Placing Shares to it is not treated under the UK Prospectus
Regulation as having been made to such persons;

3.         in the case of a Placee in the United Kingdom, it is a
person to whom Placing Shares may lawfully be marketed under the Alternative
Investment Fund Managers Regulations 2013, as amended and the UK versions of
the delegated regulations relating to Directive 2011/61/EU (known as the
Alternative Investment Fund Managers Directive), as they form part of UK law
by virtue of the European Union (Withdrawal) Act 2018 related (the "UK AIFM
Rules") (as applicable) and that, to the extent required to be provided to it
by the UK AIFM Rules, the Placee has read the information made available
pursuant to the FCA's Investment Funds sourcebook (FUND 3.2.2R, 3.2.3R, 3.2.5R
and 3.2.6R). The additional pre-investment disclosures made by the Company in
accordance with these provisions can be found at www.3i-infrastructure.com
(the "AIFMD Disclosure Document"); and

4.         it, and any account for which it purchases Placing Shares,
is either: (i) not  a "U.S. Person" (within the meaning of Regulation S
("Regulation S") under the U.S. Securities Act of 1933, as amended (the
"Securities Act")) nor a U.S. Resident (as defined below); or (ii) a dealer or
other professional fiduciary in the United States acting on a discretionary
basis for non-U.S. beneficial owners (other than an estate or trust), in
reliance upon Regulation S; or (iii) a "qualified institutional buyer" as
defined in Rule 144A under the Securities Act ("Rule 144A") who is also a
"qualified purchaser" as defined under the U.S. Investment Company Act of
1940, as amended (the "Investment Company Act") which has duly executed a U.S.
Purchaser's Letter (as defined below). "U.S. Residents" for these purposes
means any U.S. Person, as well as: (a) any natural person who is only
temporarily residing outside the United States, (b) any account of a U.S.
Person over which a non-U.S. fiduciary has investment discretion or any
entity, which, in either case, is being used to circumvent the registration
requirements of the Investment Company Act and (c) any employee benefit or
pension plan that has as its participants or beneficiaries persons
substantially all of whom are U.S. Persons. In addition, for these purposes,
if an entity either has been formed for or operated for the purpose of
investing in the Placing Shares or facilitates individual investment
decisions, such as a self-directed employee benefit or pension plan, it will
be treated as a U.S. Resident to the extent one or more of the beneficiaries
or other interest holders of such entity are U.S. Residents.

The Company and the Joint Bookrunners will each rely upon the truth and
accuracy of the foregoing representations, warranties, acknowledgements and
agreements.

In this Announcement (including this Appendix), unless the context otherwise
requires, "Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to subscribe for Placing Shares has been
given.

Information to Distributors

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of MiFID II; and (c) local
implementing measures; and/or (d) (where applicable to UK investors or UK
firms) the relevant provisions of the UK statutory instruments implementing
MiFID II and Commission Delegated Directive (EU) 2017/593, Regulation (EU) No
600/2014 of the European Parliament, as they form part of UK law by virtue of
the European Union (Withdrawal) Act 2018, as amended (together, the "UK MiFID
Laws") (together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in MiFID II and the UK MiFID Laws
(as applicable); and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II and the UK MiFID Laws (as applicable)
(the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that:
the price of Placing Shares may decline and investors could lose all or part
of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only contact prospective
Placees for participation in the Placing who meet the criteria of professional
clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(i) an assessment of suitability or appropriateness for the purposes of MiFID
II or the UK MiFID Laws; or (ii) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to Placing Shares. Each distributor is responsible for undertaking its
own target market assessment in respect of the Placing Shares and determining
appropriate distribution channels.

PRIIPs Regulation

In accordance with the UK version of Regulation (EU) No 1286/2014 of the
European Parliament and of the Council of 26 November 2014 on key information
documents for packaged retail and insurance-based investment products
(PRIIPs), which forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended, a key information document in respect of
the Ordinary Shares has been prepared by the Company and is available to
investors on the Company's website
https://www.3i-infrastructure.com/media/oqhnpbri/3in-kid-310322.pdf
(https://www.3i-infrastructure.com/media/oqhnpbri/3in-kid-310322.pdf) (the
"Key Information Document").

 

Collective Investment Funds (Certified Funds - Prospectuses) (Jersey) Order
2012

If any potential placee is in any doubt about the contents of this
Announcement, it should consult its stockbroker, bank manager, solicitor,
accountant or financial adviser.

This Announcement is prepared, and a copy of it has been sent to the Jersey
Financial Services Commission, in accordance with the Collective Investment
Funds (Certified Funds - Prospectuses) (Jersey) Order 2012. The Jersey
Financial Services Commission does not take any responsibility for the
financial soundness of the Company or for the correctness of any statements
made or expressed in this Announcement. The Jersey Financial Services
Commission is protected by the Collective Investment Funds (Jersey) Law 1988
against liability arising from the discharge of its functions under that Law.

The Company has taken all reasonable care to ensure that the facts stated in
this Announcement are true and accurate in all material respects and that
there are no other material facts the omission of which would make misleading
any statement in this Announcement, whether of fact or opinion. The Company
accepts responsibility accordingly.

 

Jersey Listed Fund Guide

The Company has been established in Jersey as a listed fund under the Jersey
Listed Fund regime. It is suitable only for professional or experienced
investors, or those who have taken appropriate professional advice. Regulatory
requirements which may be deemed necessary for the protection of retail or
inexperienced investors, do not apply to listed funds. By investing in the
Company, each Placee will be deemed to be acknowledging that it is a
professional or experienced investor, or have taken appropriate professional
advice, and accept the reduced requirements accordingly. Each Placee is wholly
responsible for ensuring that all aspects of the Company are acceptable to it.
Investment in listed funds may involve special risks that could lead to a loss
of all or a substantial portion of such investment. Unless a potential Placee
fully understand and accept the nature of the Company and the potential risks
inherent in the Company, it should not invest in the Company.

 

Notice to Guernsey investors

This Announcement has not been approved by the Guernsey Financial Services
Commission (the "GFSC") or the States of Guernsey Policy Council nor has it
been delivered to the GFSC pursuant to the Prospectus Rules and Guidance 2021
issued under the POI Law.

Neither the GFSC nor the States of Guernsey take any responsibility for the
financial soundness of the Company or for the correctness of any of the
statements made or opinions expressed with regard to it.

This Announcement may only be distributed or circulated directly or indirectly
in or from within the Bailiwick of Guernsey: (i) by persons licensed to do so
by the GFSC under the POI Law; or (ii) by overseas persons (who are exempt
from the requirement to be licensed by the GFSC under the POI Law) to Guernsey
regulated entities, being those entities regulated under the POI Law, the
Banking Supervision (Bailiwick of Guernsey) Law, 2020; the Insurance Business
(Bailiwick of Guernsey) Law, 2002, the Insurance Managers and Insurance
Intermediaries (Bailiwick of Guernsey) Law, 2002 and/or The Regulation of
Fiduciaries, Administration Businesses and Company Directors, etc (Bailiwick
of Guernsey) Law, 2020.

 

Notice to investors in Switzerland

The Company has not been approved by the Swiss Financial Market Supervisory
Authority  ("FINMA") under art. 120 para. 1 CISA for offering to
non-qualified investors within the meaning of CISA, and investors in the
Company do not benefit from the specific investor protection provided by CISA
and the supervision by FINMA in connection with the approval under art. 120
para. 1 CISA.

The Placing Shares will only be offered and advertised to qualified investors
as defined in art. 10 para. 3 CISA in conjunction with art. 4 para. 3-5 and
art. 5 para. 4 FinSA or as defined in art. 10 para. 3(ter) CISA or, provided
that the Placing Shares are offered within the scope of a permanent investment
advisory agreement, as defined pursuant to art. 10 para. 3 CISA in conjunction
with art 5 para. 1 FinSA .

 

Details of the Placing Agreement and the Placing Shares

The Joint Bookrunners have entered into a placing agreement (the "Placing
Agreement") with the Company and 3i Investments plc (the "Investment Manager")
under which each of the Joint Bookrunners has, on the terms and subject to the
conditions set out therein, undertaken, as agent for the Company, to use its
reasonable endeavours to procure subscribers for the Placing Shares at the
Placing Price of 330 pence (as described in this Announcement).

Each of the Joint Bookrunners has severally (and not jointly or jointly and
severally) agreed with the Company, in the event of any default by any Placee
in paying the Placing Price (as defined below) in respect of any Placing
Shares allotted to it, to take up such Placing Shares themselves at the
Placing Price in the agreed proportions as set out in the Placing Agreement.

The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing Ordinary Shares, including the
right to receive all dividends and other distributions declared, made or paid
on or in respect of such Ordinary Shares after the date of issue of the
Placing Shares.

The Placing Shares will be issued free of any encumbrance, lien or other
security interest.

 

Applications for listing and admission to trading

Applications will be made to the Financial Conduct Authority (the "FCA") for
admission of the Placing Shares to listing on the premium listing segment of
the Official List of the FCA (the "Official List") and to London Stock
Exchange plc (the "London Stock Exchange") for admission of the Placing Shares
to trading on its main market for listed securities (together, "Admission").

It is expected that Admission will become effective on or around 8.00 a.m. on
14 February 2023 and that dealings in the Placing Shares will commence at that
time.

 

The Placing

The Joint Bookrunners are arranging the Placing as joint bookrunners and agent
of the Company.

Participation in the Placing will only be available to persons who may
lawfully be, and are, invited to participate by the Joint Bookrunners. Each of
the Joint Bookrunners, including any holding company of them, and their
respective subsidiaries, branches or affiliates (each an "Affiliate"), is
entitled to apply for Placing Shares as principal.

All Placing Shares will be issued at the Placing Price. The Placing Price and
the final number of Placing Shares to be issued will be determined by the
Company in consultation with the Joint Bookrunners.

To participate in the Placing, Placees should communicate by telephone with
their usual sales contact at J.P. Morgan Cazenove or RBC Capital Markets. Each
application to participate in the Placing should state the number of Placing
Shares which the prospective Placee wishes to subscribe for  at the Placing
Price. Applications may be scaled down by the Joint Bookrunners on the basis
referred to below.

Each Placee must pay the Placing Price for the Placing Shares issued to or for
the benefit of the Placee in the manner and by the time directed by the
relevant Joint Bookrunner. If any Applicant fails to pay as so directed and/or
by the time required, the relevant Placee's application for Placing Shares
shall, at the Joint Bookrunner's discretion, either be accepted or rejected.

The Placing is expected to close no later than 12.00 p.m. (London time) on 9
February 2023 but may be closed earlier or later at the discretion of the
Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company,
accept applications that are received after the Placing has closed.

Each application for Placing Shares in the Placing will be made on the terms
and subject to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the consent of the
Joint Bookrunners will not be capable of variation or revocation after the
time at which it is submitted.

Each prospective Placee's allocation will be determined following agreement
between the Joint Bookrunners and the Company and will be confirmed orally by
one of the Joint Bookrunners as agent for the Company following the close of
the Placing. That oral confirmation will constitute an irrevocable legally
binding agreement upon that person in favour of the relevant Joint Bookrunner
(who will at that point become a Placee) to acquire the number of Placing
Shares allocated to the Placee at the Placing Price and otherwise on the terms
and subject to the conditions set out in this Appendix) and in accordance with
the Company's articles of association.

Each prospective Placee's allocation and commitment will be evidenced by a
trade confirmation issued to such Placee by one of the Joint Bookrunners. The
terms of this Appendix will be deemed incorporated by reference therein.

Following the oral confirmation referred to above, each Placee will also have
an immediate, separate, irrevocable and binding obligation, owed to the
relevant Joint Bookrunner, to pay it (or as it may direct) in cleared funds
immediately on the settlement date an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has been allocated.
The Company shall issue such Placing Shares to each Placee following each
Placee's payment to the relevant Joint Bookrunner of such amount.

The Joint Bookrunners may choose to accept applications for Placing Shares,
either in whole or in part, on the basis of allocations determined in
agreement with the Company in consultation with the Investment Manager, and
may scale down any applications for this purpose on such basis as the Company
may determine in consultation with the Joint Bookrunners and the Investment
Manager. The Joint Bookrunners may also, subject to the prior consent of the
Company (i) allocate Placing Shares after the time of any initial allocation
to any person submitting an application after that time and (ii) allocate
Placing Shares after the Placing has closed to any person submitting an
application after that time. Irrespective of the time at which a Placee's
allocation pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to be made at
the same time, on the basis explained below under "Registration and
Settlement".

No commissions will be paid to Placees or by Placees in respect of any Placing
Shares.

All obligations of the Joint Bookrunners under the Placing will be subject to
fulfilment or (where applicable) waiver of the conditions and to the Placing
not being terminated on the basis referred to below under "Conditions of the
Placing and termination of the Placing Agreement".

By participating in the Placing, each Placee will agree that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or termination by the
Placee.

To the fullest extent permissible by law, neither of the Joint Bookrunners nor
any of their respective Affiliates nor any person acting on behalf of any of
the foregoing shall have any liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular, neither of
the Joint Bookrunners, nor any of their respective Affiliates nor any person
acting on behalf of any of them shall have any liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise) in respect of
their conduct of the Placing.

 

Conditions of the Placing and termination of the Placing Agreement

The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The obligations
of the Joint Bookrunners under the Placing Agreement are subject to customary
terms and conditions, including Admission taking place not later than 8.00
a.m. on 14 February 2023, or such later date as may be agreed by the Joint
Bookrunners with the Company.

If: (i) any of the conditions contained in the Placing Agreement are not
fulfilled or (where applicable) waived or extended in writing by the Joint
Bookrunners by the respective time or date where specified (or such later time
or date as the Company and the Joint Bookrunners may agree); (ii) any such
conditions become incapable of being fulfilled; or (iii) the Placing Agreement
is terminated in the circumstances specified below, the Placing will lapse and
the Placee's rights and obligations hereunder in relation to the Placing
Shares shall cease and terminate at such time and each Placee agrees that no
claim can be made by the Placee in respect thereof.

The Joint Bookrunners may, at their discretion and upon such terms as they
think fit, waive compliance by the Company or the Investment Manager with the
whole or any part of any of its obligations in relation to the conditions in
the Placing Agreement (save that the above condition relating to Admission
taking place and the Company's allotment of the Placing Shares may not be
waived) or extend in writing the time required for the fulfilment of any such
conditions, in each case in respect of all or any part of the performance
thereof. Any such extension or waiver will not affect Placees' commitments as
set out in this Announcement (including this Appendix).

Neither of the Joint Bookrunners nor the Company shall have any liability to
any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision it may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any condition
to the Placing nor for any decision they may make as to the satisfaction of
any condition or in respect of the Placing generally and by participating in
the Placing each Placee agrees that any such decision is within the absolute
discretion of the Joint Bookrunners.

The Joint Bookrunners are entitled, at any time before Admission, to terminate
the Placing Agreement in accordance with the terms of the Placing Agreement in
certain customary circumstances including, amongst others: (i) if any of the
Company or the Investment Manager's warranties or representations are not or
cease to be true and accurate or have become misleading; or (ii) if any of the
conditions to the Placing Agreement have not been satisfied or (if applicable)
waived or extended by the Joint Bookrunners by the date specified therein; or
(iii) if the Company's applications to the FCA and the London Stock Exchange,
respectively, are refused by the FCA or the London Stock Exchange (as
appropriate); or (iv) if the Company has failed to comply with any of its
obligations under the Placing Agreement; or (v) in the event of a material
adverse change or if there is a force majeure event, in each case as described
in the Placing Agreement.

Upon such notice being given, the parties to the Placing Agreement shall be
released and discharged (except for any liability arising before or in
relation to such termination) from their respective obligations under or
pursuant to the Placing Agreement, subject to certain exceptions set out in
the Placing Agreement.

By participating in the Placing, Placees agree that the exercise by J.P.
Morgan Cazenove and RBC Capital Markets of any right of termination or other
discretion under the Placing Agreement shall be within the absolute discretion
of J.P. Morgan Cazenove and RBC Capital Markets and that they need not make
any reference to Placees and that neither of them shall have any liability to
Placees (or to any other person whether acting on behalf of the Placee or
otherwise) whatsoever in connection with any such exercise or failure so to
exercise.

 

Lock-up

The Company has undertaken that, at any time between the date of the Placing
Agreement and the date which is 90 calendar days from the date of Admission,
neither it nor any Group Company (as defined in the Placing Agreement) will,
without the prior written consent of each of the Joint Bookrunners, directly
or indirectly, offer, issue, allot, lend, mortgage, assign, charge, pledge,
sell or contract to sell or issue, issue options in respect of, or otherwise
dispose of, directly or indirectly, or announce an offering or issue of any
Ordinary Shares (or any interest therein or in respect thereof) or any other
securities exchangeable for or convertible into, or substantially similar to
the Placing Shares or enter into any transaction with the same economic effect
as, or agree to do any of the foregoing.

 

No prospectus

No offering document or prospectus or admission document has been or will be
published or submitted to be approved by the FCA in relation to the Placing
and Placees' commitments will be made solely on the basis of their own
assessment of the Company, the Placing Shares and the Placing based on the
Company's publicly available information taken together with the information
contained in this Announcement (including this Appendix), the AIFMD Disclosure
Document and any information publicly announced to a Regulatory Information
Service by or on behalf of the Company on or prior to the date of this
Announcement, and subject to the further terms set forth in the contract note
to be provided to individual prospective Placees. Each Placee, by accepting a
participation in the Placing, agrees that the content of this Announcement
(including this Appendix) is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of the Company, the
Joint Bookrunners or any other person and neither of the Joint Bookrunners or
the Company nor any of their respective affiliates will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Each Placee should not
consider any information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own legal adviser, tax adviser and
business adviser for legal, tax and business advice regarding an investment in
the Placing Shares. Nothing in this paragraph shall exclude the liability of
any person for fraud or fraudulent misrepresentation by that person.

 

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: JE00BF5FX167)
following Admission will take place within the CREST system, subject to
certain exceptions. The Joint Bookrunners and the Company reserve the right to
require settlement for and delivery of the Placing Shares (or a portion
thereof) to Placees by such other means that they deem necessary if delivery
or settlement is not practicable within the CREST system within the timetable
set out in this Announcement (including this Appendix) or would not be
consistent with the regulatory requirements in the Placee's jurisdiction.

Following the closing of the Placing, each Placee allocated Placing Shares in
the Placing will be sent a trade confirmation in accordance with the standing
arrangements in place with J.P. Morgan Cazenove or RBC Capital Markets (as
applicable) stating the number of Placing Shares allocated to it at the
Placing Price, the aggregate amount owed by such Placee to J.P. Morgan
Cazenove or RBC Capital Markets (as applicable) and settlement instructions.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the standing CREST
or certificated settlement instructions that it has in place with J.P. Morgan
Cazenove. The Company will issue shares on a delivery versus payment basis.

It is expected that settlement will be on 14 February 2023 on a T+2 basis in
accordance with the instructions set out in the trade confirmation.

Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the account and benefit of the Joint Bookrunners, an amount equal to the
aggregate amount owed by the Placee plus any interest due. The relevant Placee
will, however, remain liable for any shortfall below the aggregate amount owed
by it and may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the sale of
such Placing Shares on such Placee's behalf. By communicating an application
for Placing Shares, each Placee confers on J.P. Morgan Cazenove or RBC Capital
Markets (as applicable) all such authorities and powers necessary to carry out
any such sale and agrees to ratify and confirm all actions which J.P. Morgan
Cazenove or RBC Capital Markets (as applicable) lawfully takes in pursuance of
such sale.

If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax. If there are any other circumstances in which any
stamp duty or stamp duty reserve tax (including any interest and penalties
relating thereto) is payable in respect of the allocation, allotment, issue or
delivery of the Placing Shares (or for the avoidance of doubt if any stamp
duty or stamp duty reserve tax is payable in connection with any subsequent
transfer of or agreement to transfer Placing Shares), neither of the Joint
Bookrunners nor the Company shall be responsible for the payment thereof.

 

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably represents, warrants, undertakes, acknowledges,
agrees and confirms (as the case may be) with each of the Joint Bookrunners
and the Company, in each case as a fundamental term of its application for
Placing Shares, as follows:

1.         represents and warrants that it has read this Announcement
(including this Appendix) in its entirety and acknowledges that its
participation in the Placing and its acquisition of Placing Shares is subject
to and based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and other
information contained herein, and undertakes not to redistribute or duplicate
this Announcement (including this Appendix);

2.         acknowledges that no offering document, prospectus or
admission document has been prepared in connection with the Placing and that
it has not received a prospectus, admission document or other offering
document in connection with the Placing or the Placing Shares;

3.         if it has received any "inside information" (as defined in
the UK version of Regulation (EU) 596/2014) about the Company in advance of
the Placing, it has not: (i) dealt in the securities of the Company; (ii)
encouraged or required another person to deal in the securities of the
Company; or (iii) disclosed such information to any person, prior to the
information being made publicly available;

4.         acknowledges that neither of the Joint Bookrunners nor the
Company nor the Investment Manager nor any of their respective Affiliates nor
any person acting on behalf of any of them has provided, and will not provide
it, with any material regarding the Placing Shares or the Company other than
this Announcement (including this Appendix); nor has it requested either of
the Joint Bookrunners, the Company or any of their respective Affiliates or
any person acting on behalf of any of them to provide it with any such
information;

5.         (i) represents and warrants that it has made its own
assessment of the Company, the Placing Shares and the terms of the Placing
based on this Announcement (including this Appendix), the AIFMD Disclosure
Document and any information publicly announced to a Regulatory Information
Service by or on behalf of the Company prior to the date of this Announcement,
including the Key Information Document (the "Publicly Available Information");
(ii) acknowledges that the Ordinary Shares are listed on the premium listing
segment of the Official List and the Company is therefore required to publish
certain business and financial information in accordance with the rules and
practices of the London Stock Exchange and relevant regulatory authorities
(the "Exchange Information"), which includes a description of the nature of
the Company's business, most recent balance sheet and profit and loss account,
and similar statements for preceding years, and represents and warrants that:
(A) it has reviewed such Exchange Information as it has deemed necessary;
and/or (B) that it is able to obtain or access the Exchange Information
without undue difficulty; and (iii) represents and warrants that it has had
access to such financial and other information (including the business,
financial condition, prospects, creditworthiness, status and affairs of the
Company, the Placing and the Placing Shares, as well as the opportunity to ask
questions) concerning the Company, the Placing and the Placing Shares as it
has deemed necessary in connection with its own investment decision to acquire
any of the Placing Shares and has satisfied itself that the information is
still current and relied on that investigation for the purposes of its
decision to participate in the Placing;

6.         acknowledges and agrees that it has had access to the Key
Information Document and that: (i) none of the Company, the Joint Bookrunners
or any of their respective Affiliates has made any representations to it,
express or implied, with respect to the Company, the Placing and the Placing
Shares or the accuracy, completeness or adequacy of the Key Information
Document or any other Publicly Available Information or the Exchange
Information, and each of them expressly disclaims any liability in respect
thereof; and (ii) it will not hold the Joint Bookrunners or any of their
respective Affiliates responsible for any misstatements in or omissions from
any Publicly Available Information or any Exchange Information. Nothing in
this paragraph or otherwise in this Announcement (including this Appendix)
excludes the liability of any person for fraud or fraudulent misrepresentation
made by that person;

7.         acknowledges that the content of this Announcement
(including this Appendix) and the Publicly Available Information has been
prepared by and is exclusively the responsibility of the Company and that
neither of the Joint Bookrunners nor any of their respective Affiliates nor
any person acting on behalf of any of them has or shall have any liability for
any information, representation or statement contained in this Announcement
(including this Appendix) or any information previously published by or on
behalf of the Company and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation or
statement contained in this Announcement (including this Appendix) or
otherwise. Each Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such Placee has
relied in committing itself to acquire the Placing Shares is contained in this
Announcement (including this Appendix) and any Publicly Available Information
including (without limitation) the Exchange Information, and if it is a U.S.
Person (within the meaning of Regulation S under the Securities Act) or a U.S.
Resident, the U.S. Purchaser's Letter (as defined below), such information
being all that it deems necessary to make an investment decision in respect of
the Placing Shares and that it has neither received nor relied on any other
information given or other representations, warranties or statements made by
either of the Joint Bookrunners nor the Company nor the Investment Manager nor
any of their respective Affiliates nor any person acting on behalf of any of
them and neither of the Joint Bookrunners nor the Company nor the Investment
Manager nor any of their respective Affiliates nor any person acting on behalf
of any of them will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other information given
or representation, warranty or statement made. Each Placee further represents
and warrants that it has relied on its own investigation of the business,
financial or other position of the Company and has independently made its own
analysis and decision with regard to its commitment to subscribe for Placing
Shares;

8.         acknowledges that it has not relied on any information
relating to the Company contained in any research reports prepared by either
of the Joint Bookrunners, their respective Affiliates or any person acting on
its or any of their respective Affiliates' behalf and that neither of the
Joint Bookrunners nor any of their respective Affiliates nor any person acting
on behalf of any of them has or shall have any liability for any publicly
available or filed information of the Company or any information,
representation, warranty or statement relating to the Company contained
therein or otherwise;

9.         if in the UK, represents and warrants that it is a UK
Qualified Investor and also a person (i) who has professional experience in
matters relating to investments falling with Article 19(5) of the Order; or
(ii) falling within Article 49(2)(A) to (D) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order; or (iii) to whom this
Announcement (including this Appendix) may otherwise be lawfully communicated;

10.       represents and warrants that it is not, and at the time the
Placing Shares are acquired will not (unless an exemption under the relevant
securities laws is available) be, a resident of Australia, Canada, any member
state of the European Economic Area (each an "EEA Member State"), Japan or
South Africa, and has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of an investment in
the Placing Shares, will not look to either of the Joint Bookrunners for all
or part of any such loss it may suffer, is able to bear the economic risk of
an investment in the Placing Shares, is able to sustain a complete loss of the
investment in the Placing Shares and has no need for liquidity with respect to
its investment in the Placing Shares;

11.       if it is resident/domiciled in Switzerland, represents and
warrants that it is a qualified investor as defined in art. 10 para. 3 CISA in
conjunction with art. 4 para. 3-5 and art. 5 para. 4 FinSA or as defined in
art. 10 para. 3(ter) CISA or, provided that the Placing Shares are offered
within the scope of a permanent investment advisory agreement, as defined in
art. 10 para. 3 CISA in conjunction with art. 5 para 1 FinSA;

12.       if it is resident in Guernsey, represents and warrants that it
is regulated under the POI Law, the Banking Supervision (Bailiwick of
Guernsey) Law, 2020; the Insurance Business (Bailiwick of Guernsey) Law, 2002,
the Insurance Managers and Insurance Intermediaries (Bailiwick of Guernsey)
Law, 2002 and/or The Regulation of Fiduciaries, Administration Businesses and
Company Directors, etc (Bailiwick of Guernsey) Law, 2020;

13.       represents and warrants that it is, or at the time the Placing
Shares are acquired that it will be, the beneficial owner of such Placing
Shares, or that the beneficial owner of such Placing Shares is not (unless an
exemption under the relevant securities laws is available) a resident of
Australia, Canada, any EEA Member State, Japan or South Africa;

14.       represents and warrants that it is and any account for which
purchases Placing Shares is either: (i) not  a "U.S. Person" (within the
meaning of Regulation S) nor a U.S. Resident; or (ii) a dealer or other
professional fiduciary in the United States acting on a discretionary basis
for non-U.S. beneficial owners (other than an estate or trust), in reliance
upon Regulation S; or (iii) a "qualified institutional buyer" as defined in
Rule 144A ("QIB") who is also a "qualified purchaser" as defined under the
Investment Company Act ("QP") which has duly executed a U.S. purchaser's
letter in a form provided to it and delivered the same to one of the Joint
Bookrunners or its respective Affiliates (the "U.S. Purchaser Letter");

15.       other than as may be expressly agreed with the Company and the
Joint Bookrunners, represents and warrants that it is not an ERISA plan
investor (which term includes: (i) employee benefit plans that are subject to
Section 406 of the U.S. Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or plans, individual retirement accounts and other
arrangements that are subject to Section 4975 of the U.S. Internal Revenue
Code of 1986, as amended (the "Code"); (ii) plans, individual retirement
accounts and other arrangements that are subject to provisions under
applicable U.S. federal, state, local or other laws or regulations that are
substantially similar to Section 406 of ERISA or Section 4975 of the Code; and
(iii) entities the underlying assets of which are considered to include "plan
assets" of such plans, accounts and arrangements) and are not purchasing the
Placing Shares on behalf of, or with the "plan assets" of, any plan;

16.       acknowledges that no action has been or will be taken by any
of the Company, either of the Joint Bookrunners or any person acting on behalf
of the Company or either of the Joint Bookrunners that would, or is intended
to, permit a public offer of the Placing Shares in any country or jurisdiction
other than the United Kingdom where any such action for that purpose is
required;

17.       acknowledges that the Placing Shares have not been and will
not be registered under the Securities Act or with any State or other
jurisdiction of the United States, nor approved or disapproved by the U.S.
Securities and Exchange Commission, any state securities commission in the
United States or any other United States regulatory authority and may not be
offered or sold within the United States or to, or for the account or benefit
of, U.S. Persons, wherever located, except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the
Securities Act;

18.       acknowledges that the Company has not been registered, and
does not intend to register, as an "investment company" under the Investment
Company Act and that the Placing Shares are being offered and sold on behalf
of the Company (i) outside the United States in "offshore transactions"
(within the meaning of, and pursuant to, Regulation S) to, or for the account
or benefit of, persons who are not U.S. Persons or (ii) to a limited number of
persons in the United States, or to U.S. Persons wherever located, to, or for
the account or benefit of, persons who are reasonably believed to be both QIBs
and QPs and which have duly executed a U.S. Purchaser's Letter;

19.       represents and warrants that it is not purchasing the Placing
Shares as a result of any "directed selling efforts" (within the meaning of
Regulation S) and it agrees that neither it nor its affiliates nor any person
acting on its or their behalf will engage in any "directed selling efforts"
with respect to the Placing Shares in the United States;

20.       acknowledges that: (i) the Ordinary Shares may constitute an
equity interest in a passive foreign investment company within the meaning of
Section 1297(a) of the U.S. Internal Revenue Code (a "PFIC"); (ii) in the
current or any future tax year; if the Company is a PFIC, U.S. taxable
investors may be subject to adverse US tax consequences in respect of their
investment in the Ordinary Shares, (iii) neither the Company nor either Joint
Bookrunner intends to assess whether the Ordinary Shares constitute equity
interests in a PFIC in any taxable year or to provide such information as may
be required to make a "qualified electing fund" election and that it should
not assume that such information will be made available;

21.       represents and warrants that: (i) neither it, nor the person
specified by it for registration as holder of Placing Shares is, or is acting
as nominee or agent for, and the Placing Shares will not be allotted to, a
person who is or may be liable under any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depositary receipts and clearance services); and (ii) the
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to transfer Placing Shares into a clearance system;

22.       represents and warrants that it has complied with its
obligations in connection with money laundering and terrorist financing under
the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act
2006, the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017, the Proceeds of Crime (Jersey)
Law 1999 and the Money Laundering (Jersey) Order 2008, each as amended from
time to time and/or as supplemented by any other applicable anti-money
laundering guidance, regulations or legislation (the "Regulations") and, if
making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations;

23.       acknowledges that it is a term of the Placee's participation
in the Placing that, to ensure compliance with the Regulations, the Joint
Bookrunners may, in their absolute discretion, require verification of its
identity. Pending the provision to the Joint Bookrunners of evidence of
identity, definitive certificates for the Placing Shares may be retained
and/or the delivery of the Placing Shares into CREST may be delayed, each at
either of the Joint Bookrunners' absolute discretion. The Joint Bookrunners
also reserve the right to reject in whole or in part, or to scale down or
limit, any participation;

24.       acknowledges that pursuant to the Data Protection (Jersey) Law
2008, the Data Protection Act 2018, Regulation (EU) 2016/679 (the "EU GDPR")
and the UK version of the EU GDPR which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended and supplemented from time to
time including by the Data Protection, Privacy and Electronic Communications
(Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419) (the "DP Laws") the
Company and/or its administrator (the "Administrator") and/or its registrar
(the "Registrar"), may hold personal data (as defined in the DP Laws) relating
to past and present shareholders and that such personal data held is used by
the Administrator and the Registrar to maintain the Company's register of
shareholders and mailing lists and this may include sharing data with third
parties in one or more of the countries mentioned below when (a) effecting the
payment of dividends and redemption proceeds to shareholders and the payment
of commissions to third parties and (b) filing returns of shareholders and
their respective transactions in shares with statutory bodies and regulatory
authorities. Personal data may be retained on record for a period exceeding
six years after it is no longer used. The countries referred to immediately
above include, but need not be limited to: the United Kingdom, those in the
European Economic Area and any of their respective dependent territories
overseas, Andorra, Argentina, Australia, Canada, New Zealand, State of Israel,
Switzerland, the United States and the Eastern Republic of Uruguay. By
becoming registered as a holder of Placing Shares, a person becomes a data
subject (as defined in each of the DP Laws) and is deemed to have consented to
the processing by the Company, the Administrator and/or the Registrar of any
personal data relating to them in the manner described above;

25.       if a financial intermediary, as that term is used in Article
5(1) of the UK Prospectus Regulation , represents and warrants that the
Placing Shares purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to persons other than UK Qualified Investors or
otherwise except in circumstances in which the prior consent of the Joint
Bookrunners has been given to the offer or resale;

26.       represents and warrants that it has not offered or sold and,
prior to the expiry of a period of six months from Admission, will not offer
or sell any Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the Financial Services and Markets Act 2000 (the "Act");

27.       represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the United Kingdom
prior to Admission except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in circumstances which
have not resulted in and which will not result in an offer to the public in
the United Kingdom within the meaning of the UK Prospectus Regulation or the
EU Prospectus Regulation (as applicable);

28.       represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Act) relating to the Placing Shares
in circumstances and in a manner in which section 21(1) of the Act does not
require approval of the communication by an authorised person;

29.       represents and warrants that it has complied and will comply
with all applicable provisions of the Act with respect to anything done by it
in relation to the Placing Shares in, from or otherwise involving, the United
Kingdom;

30.       represents and warrants that: (i) it and any person on whose
behalf it is acting is entitled to acquire the Placing Shares under the laws
of all relevant jurisdictions; (ii) it has paid any issue, transfer or other
taxes due in connection with its participation in the Placing; (iii) that it
(and/or any such person) has fully observed such laws; (iv) it, and any such
person, has all necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to this participation in the Placing and to
perform its obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary consents
and authorities to agree to the terms set out or referred to in this
Announcement (including this Appendix)) and will honour such obligations; and
(v) it has not taken any action which will or may result in the Company, the
Joint Bookrunners, the Investment Manager, any of their respective Affiliates
or any person acting on their behalf being in breach of the legal and/or
regulatory requirements of any territory in connection with the Placing;

31.       undertakes that it (and any person on whose behalf it is
acting) will make payment for the Placing Shares allocated to it in accordance
with this Announcement (including this Appendix) on the due time and date set
out in the trade confirmation against delivery of such Placing Shares, failing
which the relevant Placing Shares may be placed with other subscribers or sold
as the Joint Bookrunners may in their sole discretion determine and without
liability to such Placee and that it will remain liable for any shortfall
below the net proceeds of such sale falls short of the product of the Placing
Price and the number of Placing Shares allotted to it and may be required to
bear any stamp duty or stamp duty reserve tax (together with any interest or
penalties due pursuant to the terms set out or referred to in this
Announcement (including this Appendix)) which may arise upon the sale of such
Placee's Placing Shares on its behalf;

32.       acknowledges that its allocation (if any) of Placing Shares
will represent a maximum number of Placing Shares which it will be entitled,
and required, to subscribe for, in the Placing and the Company, in
consultation with the Joint Bookrunners, may call upon it to subscribe for a
lower number of Placing Shares (if any), but in no event in aggregate more
than the aforementioned maximum in the Placing;

33.       acknowledges that neither of the Joint Bookrunners nor any of
their respective Affiliates nor any person acting on behalf of any of them, is
making any recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be a
client of either of the Joint Bookrunners and that neither of the Joint
Bookrunners have any duties or responsibilities to it for providing the
protections afforded to its clients or customers or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor for the
exercise or performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;

34.       undertakes that the person whom it specifies for registration
as holder of the Placing Shares will be: (i) itself; or (ii) its nominee, as
the case may be. Neither of the Joint Bookrunners nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve tax
resulting from a failure to observe this requirement. Each Placee and any
person on whose behalf it is acting agrees to participate in the Placing and
it agrees to indemnify the Company and the Joint Bookrunners in respect of the
same on the basis that the Placing Shares will be allotted to the CREST stock
account of J.P. Morgan Cazenove who will hold them as nominee on behalf of
such Placee until settlement in accordance with its standing settlement
instructions;

35.       acknowledges that any agreements entered into by it pursuant
to these terms and conditions and any non-contractual obligations arising out
of or in connection with such agreements shall be governed by and construed in
accordance with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such contract, except that enforcement proceedings
in respect of the obligation to make payment for the Placing Shares (together
with any interest chargeable thereon) may be taken by the Company or the Joint
Bookrunners in any jurisdiction in which the relevant Placee is incorporated
or in which any of their securities have a quotation on a recognised stock
exchange;

36.       agrees that the Company, each of the Joint Bookrunners, their
respective Affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and undertakings which
are given to the Joint Bookrunners on their own behalf and on behalf of the
Company and are irrevocable;

37.       agrees to indemnify on an after tax basis and hold the
Company, the Joint Bookrunners and their respective Affiliates harmless from
any and all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and undertakings in
this Announcement (including this Appendix) and further agrees that the
provisions of this Announcement (including this Appendix) shall survive after
completion of the Placing;

38.       acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation will continue
notwithstanding any amendment that may in future be made to the terms of the
Placing and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Joint Bookrunners' or the
Company's conduct of the Placing;

39.       acknowledges that the Placing Shares will be issued and/or
transferred subject to the terms and conditions set out in this Announcement
(including this Appendix); and

40.       acknowledges that the basis of allocation will be determined
by the Company (following consultation with the Joint Bookrunners) at its
absolute discretion. The right is reserved to reject in whole or in part
and/or scale back any participation in the Placing.

The agreement to settle a Placee's subscription of the Placing Shares (and/or
the subscription of a person for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax depends on the settlement
relating only to a subscription by it and/or such person direct from the
Company for the Placing Shares in question. Such agreement is subject to the
representations, warranties and further terms above and assumes, and is based
on the warranty from each Placee, that the Placing Shares are not being
subscribed for in connection with arrangements to issue depositary receipts or
to issue or transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes
may be payable, for which neither the Company nor either of the Joint
Bookrunners will be responsible and the Placee to whom (or on behalf of whom,
or in respect of the person for whom it is participating in the Placing as an
agent or nominee) the allocation, allotment, issue or delivery of Placing
Shares has given rise to such UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and
to indemnify on an after-tax basis and to hold harmless the Company, each of
the Joint Bookrunners and their respective Affiliates in the event that any of
the Company and/or either of the Joint Bookrunners have incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and notify the Joint Bookrunners
accordingly.

In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares.

Each Placee, and any person acting on behalf of the Placee, acknowledges that
neither of the Joint Bookrunners owes any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement and that such representations,
warranties, undertakings and indemnities are not given for the benefit of any
Placee.

Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that the Joint Bookrunners and any of their respective Affiliates are
entitled to apply for Placing Shares in the Placing pursuant to their
liquidity provision/market making activities. Each Placee and any person
acting on behalf of the Placee acknowledges and agrees that the Joint
Bookrunners and any of their respective Affiliates may, at its absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares. Therefore, the Joint Bookrunners and any of their respective
Affiliates may acquire a proportion of the Placing Shares available under the
Placing (which proportion could be significant) and may resell the same
following the Placing at a profit on the terms available to it in the market.
Notwithstanding the foregoing, neither of the Joint Bookrunners nor any of
their respective Affiliates are under an obligation to subscribe for Placing
Shares and the Placing is not conditional on either of the Joint Bookrunners'
or any of their respective Affiliates' participation.

Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that the affiliates of the Investment Manager may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares. Therefore, affiliates of the Investment Manager may acquire a
proportion of the Placing Shares available under the Placing (which proportion
could be significant) and may resell the same following the Placing at a
profit on the terms available to it in the market. Notwithstanding the
foregoing, no affiliate of the Investment Manager is under any obligation to
subscribe for Placing Shares and the Placing is not conditional on the
participation of any affiliate of the Investment Manager.

All times and dates in this Announcement (including this Appendix) may be
subject to amendment, and Placees' commitments, representations and warranties
are not conditional on any of the expected times and dates in this
Announcement (including this Appendix) being achieved. The Joint Bookrunners
shall notify the Placees and any person acting on behalf of the Placees of any
changes.

The rights and remedies of the Joint Bookrunners and the Company under these
terms and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise or
partial exercise of one will not prevent the exercise of others.

This Announcement (including this Appendix) has been issued by the Company and
is the sole responsibility of the Company.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IOESSAFAIEDSELE